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Typically, a corporation's shareholders must approve, by special resolution, any amendments to the articles of incorporation. Some changes to the articles give rise to a mandatory vote of shareholders or even a separate class vote. Some changes to the articles also give rise to an appraisal right.
A restated agreement or \u201crestated\u201d means that the original contract is reproduced in full in one document.
The Arizona Corporation Commission does not have a form for Restated Articles of Incorporation. You must prepare and submit your own Restated Articles along with the Certificate. If the Certificate is submitted without the Restated Articles, the Certificate will be rejected, and vice versa.
Articles of Amendment are filed when your business needs to add to, change or otherwise update the information you originally provided in your Articles of Incorporation or Articles of Organization.
How to Amend Articles of Incorporation Review the bylaws of the corporation. ... A board of directors meeting must be scheduled. ... Write the proposed changes. ... Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on. Propose the amendment during the board meeting.
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The meeting of the stockholders must first take place and the issue of the amendment must be assented to by stockholders representing at least 2/3 of the outstanding capital stock. Thereafter, it must be approved by at least a majority of the board of directors and duly certified by the Corporate Secretary.
To make amendments to your Utah Corporation, you must provide the completed Articles of Amendment to Articles of Incorporation (Profit) form, with the processing fee, to the Division of Corporations & Commercial Code by mail, fax or in person. If faxing your amendments, include the Fax Cover Letter.
\u201cAmended\u201d means that the document has \u201cchanged\u201d\u2013 that someone has revised the document. \u201cRestated\u201d means \u201cpresented in its entirety\u201d, \u2014 as a single, complete document. Accordingly, \u201camended and restated\u201d means a complete document into which one or more changes have been incorporated.
A restatement will replace the old bylaws with a new set entirely, while an amendment replaces or supersedes certain provisions, keeping the original bylaws in effect.
Yes, you can restate the initial articles instead of filing an Arizona LLC amendment. However, you will need to generate your own form\u2014the state will not provide one. Filing fees are the same\u2014$25 for standard processing.

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